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Conference Plus NON-QUALIFIED STOCK
OPTION
THIS NON-QUALIFIED STOCK OPTION dated the ____ day
of ____________, ____ (the "Date of Grant") is granted by
Conference Plus, Inc., a Delaware corporation (the "Company"), to
___________, a key employee of the Company (the
"Employee").
The Company hereby grants to the Employee an option
to purchase a total of ____ shares of Class A Common Stock of the
Company at an option price of $____ per share, being not less than
100% of the fair market value of the stock on the Date of Grant
based on an independent appraisal authorized by the Board of
Directors of the Company. This option is not intended to qualify as
an "incentive stock option" within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended.
This option may be exercised (in the manner
described in paragraph 3 hereof) in whole or in part, at any time
and from time to time, subject to the following
limitations:
(a)
This option shall not be exercisable to any extent
until the earliest to occur of the following:
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(i)
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An initial public offering ("IPO") of the Company's
Class A Common Stock provided that the IPO results in the
registration of the Class A Common Stock under the Securities
Exchange Act of 1934 and the trading of the Class A Common Stock on
a national securities exchange or the NASDAQ market system;
or
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(ii)
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A spin-off, split-off or other divisive
reorganization of the Company ("Spin-Off") provided that the
Spin-Off results in the registration of the Class A Common Stock
under the Securities Exchange Act of 1934 and the
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trading of the Class A Common Stock on a national
securities exchange or the NASDAQ market system;
(iii)
an Acceleration Change in Control of the Company (to
the extent provided in paragraph 2(c);
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(iv)
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a Roll-Over Change in Control of the Company
or
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(v)
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The fifth anniversary of the date hereof.
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(b)
In the event of an IPO, Spin-Off or Roll-Over Change
in Control, this option shall be exercisable to the following
cumulative extent (hereinafter referred to as
“vesting”):
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(i)
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0% prior to the first anniversary of the date
hereof;
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(ii)
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20% after the first anniversary of
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the date hereof,
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(iii)
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40% after the second anniversary of the date
hereof,
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(iv)
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60% after the third anniversary of the date
hereof,
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(v)
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80% after the fourth anniversary of the date hereof,
and
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(vi)
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100% after the fifth anniversary of the date
hereof.
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If there is no IPO, Spin-Off or any Change in
Control prior to the fifth anniversary of the Date of Grant, then
subject to the other provisions of this Option, this Option shall
become fully exercisable on the fifth anniversary of the Date of
Grant.
(c)
In the event of An Acceleration Change in Control of
the Company, 50% of the previously unvested portion of this option
shall become vested immediately prior to closing of the transaction
effecting such Acceleration Change in Control and all vested
portions of this option shall be exercisable until the closing. Any
unexercised portion of this Option (vested or not) shall terminate
upon the closing of the Acceleration Change in Control.
(d)
In the event of a Roll-Over Change in Control and
Employee’s employment is involuntarily terminated without
cause by the Company or its acquirer within a twelve month period
following the Roll-Over Change in Control, then 50% of the
previously unvested portion of this option shall become vested and
exercisable, and
this option shall remain exercisable for the vested
portion for the 60 day period following termination set forth in
paragraph (f)(i) below. A change of employer from the Company to an
acquirer shall not be deemed a termination of employee.
(e) If the
Employee’s employment with the Company is terminated by
either the Employee or the Company with or without cause prior to
the earliest of an IPO, a Spin-Off, any Change in Control or the
fifth anniversary of the date hereof, then regardless of the
circumstances of termination and notwithstanding any other
provision of this option, this option shall immediately terminate
without becoming vested or exercisable and without any liability of
the Company.
(f)
If and to the extent this option has become
exercisable pursuant to paragraph (a), (b) or (c) above and it has
not earlier terminated pursuant to paragraph (e) above, this option
may not be exercised:
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(i)
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more than sixty (60) days after the termination of
the Employee's employment with the Company for any reason other
than retirement, total disability or death; or
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(ii)
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more than twelve months after termination of
employment by reason of retirement, total disability or death;
or
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(iii)
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following termination for cause; or
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(iv)
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more than ten years from the Date of
Grant;
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For these purposes “cause” shall mean
termination of Employee’s employment by the Company because
of: (i) the continued failure of the Employee to comply timely
(when action is req
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